Ryans Restaurant S-4 Registration of securities issued in business combination transactions

Exhibit 10.13

EXECUTION COPY

     TRADEMARK SECURITY AGREEMENT dated as of November 1, 2006 (this “Agreement”), among Buffets Holdings, Inc. (“Holdings”), Buffets, Inc. (the “Borrower”), the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Parties”) and Credit Suisse, as Collateral Agent (in such capacity, the “Collateral Agent”).

          Reference is made to (a) the Guarantee and Collateral Agreement dated as of November 1, 2006 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among Holdings, the Borrower, the subsidiaries of the Borrower from time to time party thereto and the Collateral Agent and (b) the Credit Agreement dated as of November 1, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the Lenders party thereto and Credit Suisse, as administrative agent and collateral agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

          SECTION 1.Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.01(b) of the Security Agreement also apply to this Agreement.

          SECTION 2.Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):

    (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II (the “Trademarks”);

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     (b) all goodwill associated with or symbolized by the Trademarks; and

     (c) all assets, rights and interests that uniquely reflect or embody the Trademarks;provided that the grant of the security interest hereunder shall not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that the grant and/or enforcement of the security interest will not affect the status or validity of such Trademark;

          SECTION 3.Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

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          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

BUFFETS, INC.,
by:  /s/ R. Michael Andrews, Jr.
Name:	R. Michael Andrews, Jr.
Title:	Chief Executive Officer
BUFFETS HOLDINGS, INC.,
by:  /s/ R. Michael Andrews, Jr.
	Name: R. Michael Andrews, Jr.
	Title: Chief Executive Officer
HOMETOWN BUFFET, INC.,
by:  /s/ H. Thomas Mitchell
Name:	H. Thomas Mitchell
Title:	Secretary
OCB PURCHASING CO.,
by:  /s/ H. Thomas Mitchell
Name:	H. Thomas Mitchell
Title:	Secretary
OCB RESTAURANT COMPANY, LLC,
by:  /s/ H. Thomas Mitchell
Name:	H. Thomas Mitchell
Title:	Manager/Secretary
BUFFETS LEASING COMPANY, LLC,
by:  /s/ H. Thomas Mitchell
Name:	H. Thomas Mitchell
Title:	Manager/Secretary

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RYAN’S RESTAURANT GROUP, INC.,
by:  /s/ H. Thomas Mitchell
Name:	H. Thomas Mitchell
Title:	Secretary
HOMETOWN LEASING COMPANY, LLC,
by:  /s/ H. Thomas Mitchell
Name:	H. Thomas Mitchell
Title:	Manager/Secretary
OCB LEASING COMPANY, LLC,
by:  /s/ H. Thomas Mitchell
Name:	H. Thomas Mitchell
Title:	Manager/Secretary
FIRE MOUNTAIN RESTAURANTS, LLC,
by:  /s/ H. Thomas Mitchell
Name:	H. Thomas Mitchell
Title:	Manager/Secretary
BIG R PROCUREMENT COMPANY, LLC,
by:  /s/ H. Thomas Mitchell
Name:	H. Thomas Mitchell
Title:	Manager/Secretary
TAHOE JOE’S, INC.,
by:  /s/ R. Michael Andrews, Jr.
Name:	R. Michael Andrews, Jr.
Title:	Chief Executive Officer
TAHOE JOE’S LEASING COMPANY, LLC,
by:  /s/ R. Michael Andrews, Jr.
Name:	R. Michael Andrews, Jr.
Title:	Chief Manager

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CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent,
by:  /s/ Robert Hetu
Name:	Robert Hetu
Title:	Managing Director
by:  /s/ Denise L. Alvarez
Name:	Denise L. Alvarez
Title:	Associate

Schedule I

Subsidiary Parties

1. HomeTown Buffet, Inc.
2. OCB Purchasing Co.
3. OCB Restaurant Company, LLC
4. Buffets Leasing Company, LLC
5. Ryan’s Restaurant Group, Inc.
6. HomeTown Leasing Company, LLC
7. OCB Leasing Company, LLC
8. Fire Mountain Restaurants, LLC.
9. Big R Procurement Company, LLC
10. Tahoe Joe’s, Inc.
11. Tahoe Joe’s Leasing Company, LLC

Schedule II

Trademarks

Trademarks Registered to Buffets, Inc.

	Application		Registration		Registration
Mark	Number	File Date	Number		Date
OLD COUNTRY BUFFET	73/489350	7/11/84		1343558	6/18/85
OLD COUNTRY BUFFET & Design	73/592818	4/11/86		1423419	12/30/86
SALADBRATION! (Stylized)	73/741752	7/11/88		1529087	3/7/89
OLD COUNTRY BUFFET (Stylized)	74/574462	9/16/94		2048119	3/25/97
OLD COUNTRY BUFFET and Design(Diamond)	74/574504	9/16/94		2051196	4/8/97
OLD COUNTRY BUFFET and Design(W/ Rectangle)	74/574759	9/16/94		2051197	4/8/97
OLD COUNTRY BUFFET and Design(Stack w/ Diamond)	75/091977	4/12/96		2149716	4/7/98
HOMETOWN BUFFET	76/241460	4/16/01		2617451	9/10/2002
HOMETOWN BUFFET	78/442222 Suspended	6/28/2004
HOMETOWN BUFFET(Plate)	78/442218 Suspended	6/28/2004
HOMETOWN BUFFET(Plate and Fork)	78/159153	8/29/2002		2861377	7/6/2004
WHAT’S ON YOUR PLATE?	75/481414	5/7/98		2315605	2/8/00
COUNTRY ROADHOUSE BUFFET & GRILL	75/471143	4/21/98		2322380	2/22/00
DESSERT CENTRAL	75/682653	4/14/99		2411371	12/5/00
SOUP‘NSALAD UNLIMITED	75/817832	10/7/99		2420299	1/9/01
SPOON TENDER	76/047450	6/12/00
COUNTRY BUFFET	78/433864	6/11/2004		2987516	8/23/2005
HOMESTYLE. YOUR STYLE.	78/452905	7/19/2004		2997774	6/23/1992
HOMETOWN	78/442232 Suspended	6/28/2004
PLATE/ FORK DESIGN	78/159170	8/29/2002		2890167	9/28/2004

Trademarks Registered to HomeTown Buffet, Inc.

	Application		Registration		Registration
Mark	Number	File Date	Number		Date
HOMETOWN	74/179018	6/24/91		1696669	6/23/92
GRANNY’S BUFFET & Design	75/128614	6/17/96		2123023	12/23/97

Trademarks Registered to Ryan’s Restaurant Group, Inc.

	Application				Registration		Registration
Mark	Number		File Date		Number		Date
RYAN’S FAMILY STEAKHOUSE		73/181030		8/4/1978		1149189		3/24/1981
RYAN’S FAMILY STEAKHOUSE Design		73/656667		4/22/1987		1467753		12/1/1987
“R” Design		73/181065		8/4/1978		1182501		12/15/1981
MEGA BAR		73/615869		8/21/1986		1458801		9/22/1987
RYAN’S and Design		74/106749		10/15/1990		1707396		8/11/1992
SENSIBLE CHOICES		75/024935		11/28/1995		2204197		11/17/1998
FIRE MOUNTAIN		76/101888		8/2/2000		2580030		6/11/2002
FIRE MOUNTAIN HOT OFF THE GRILL! and Design		77/001548		9/18/2006
FIRE MOUNTAIN		77/001526		9/18/2006
RYAN’S Stylized		242659		9/6/1995	601541 (Mexico)			2/25/1999
RYAN’S FAMILY STEAKHOUSE Stylized		242658		9/6/1995	536059(Mexico)			11/18/1996

Trademarks Registered to Tahoe Joe’s, Inc.

	Application		Registration		Registration
Mark	Number	File Date	Number		Date
JOE’S STEAK	78/923475	7/6/2006
NEVADA CHEESECAKE	78/923545	7/6/2006
RAILROAD CAMP SHRIMP	78/923463	7/6/2006
TAHOE JOE’S & Design	75/197501	11/13/1996		2114109	11/18/1997
TAHOE JOE’S	78/506762	10/27/2004		3040908	1/10/2006
TAHOE JOE’S FAMOUS STEAKHOUSE & Design	78/507006	10/27/2004		3045530	1/17/2006

TRADEMARK LICENSES

1. Trademark License Agreement, dated as of August 1, 2006, between OCB Restaurant Company, LLC and North’s Restaurants, Inc.